Lease Amend No. 2

EXHIBIT 10(1)


AMENDMENT NO. 2 TO LEASE AND LEASE SUPPLEMENTS
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THIS AMENDMENT NO. 2 TO LEASE AND LEASE SUPPLEMENTS (herein called "Amendment No. 2"), dated as of September ___, 1995, between AMERICAN AIRLINES, INC., a Delaware corporation ("Lessor"), and HAWAIIAN AIRLINES, INC., a Hawaii corporation ("Lessee").


WITNESSETH:
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WHEREAS, Lessor and Lessee have heretofore entered into that certain Aircraft Lease Agreement dated as of November 20, 1994 (as amended, the "Lease Agreement", defined terms used herein as therein defined) relating to the airframe and engines described on Exhibit A attached hereto, which provides for
---------- the execution of a Lease Amendment for the purpose of, among other things, amending the Lease Agreement and any prior Lease Supplements thereto; and


WHEREAS, the Lease Agreement was modified and amended by (i) that certain Lease Supplement No. 1 dated as of November 20, 1994, recorded with the Lease Agreement, with the Federal Aviation Administration (the "FAA") on December 6, 1994, as Conveyance No. F62124, (ii) by that certain Lease Supplement No. 2 dated as of January 8, 1995, recorded with the FAA on March 21, 1995, as Conveyance No. EE009010, and by that certain letter amendment agreement dated December 15, 1994, recorded simultaneously therewith, (iii) by that certain Lease Supplement No. 3 dated as of February 28, 1995, recorded with the FAA on March 21, 1995, as Conveyance No. EE009012, (iv) by that certain Lease Supplement No. 4 dated as of March 31, 1995, recorded with the FAA on ______________________, 1995, as Conveyance No. _________________, and (v) by Amendment No. 1 to Lease and Lease Supplements dated as of April 28, 1995, recorded with the FAA on ___________________, 1995, as Conveyance No. __________________________; and


WHEREAS, Lessor and Lessee have agreed to amend certain terms of the Lease Agreement and Lease Supplements as noted herein.


NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the Lease Agreement, the Lessor and Lessee hereby amend the Lease Agreement and Lease Supplements as follows:


A. AMENDMENT TO THE LEASE AMENDMENT.
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1. The following definitions set forth in Section 1 of the Lease Agreement shall be amended in their entirety as follows:


"'Basic Rent Payment Date' means for the Aircraft (i) the Delivery
----------------------- Date of the Aircraft, and the first day of each calendar month thereafter to and including April 1, 1995; (ii) each of May 2, 9, 16 and 23, 1995, June 2, 9, 16 and 23, 1995,


July 1, 8, 15 and 22, 1995, August 2, 9, 16 and 23, 1995, September 2, 9, 16, 23 and 30, 1995, October 7, 14, and 21, 1995, November 2, 9, 16 and 23, 1995, December 2, 9, 20, 23 and 31, 1995 until the end of the Term."


"'Lease Period' means each of the periods throughout the Term, the
------------ first such period commencing on and including the Delivery Date of the Aircraft, and each of the remaining periods commencing on and including the next subsequent Lease Period Date (other than the last such date)."


"'Lease Period Date' means the Delivery Date for the Aircraft and (i)
----------------- thereafter, to and including, April 1, 1995, the first day of each calendar month, and (ii) until the end of the Term, each of May 2, 9, 16 and 23, 1995, June 2, 9, 16 and 23, 1995, July 1, 8, 15 and 22, 1995, August 2, 9, 16 and 23, 1995, September 2, 9, 16, 23 and 30, 1995, October 7, 14 and 21, 1995, November 2, 9, 16 and 23, 1995, and December 2, 9, 20, 23 and 31, 1995 until the end of the Term."


"'Lease Term' means the period from the Delivery Date of the Aircraft
---------- until January 8, 1995, unless earlier terminated in accordance with the provisions of this Lease.


2. Subsection 3(a) of the Lease Agreement is hereby amended in its entirety to read as follows:


"(a) 'Term' Except as otherwise provided herein (including pursuant
---- to the definition of Event of Loss), the Term for the Aircraft shall commence on the Delivery Date and end on the earlier to occur of: (i) January 8, 1996; or (ii) the date on which the Aircraft has 250 hours remaining until the next scheduled 'C' check; provided however, that Lessor at its sole and absolute discretion, may terminate this Lease at any time after the execution of this Second Amendment, by giving Lessee thirty (30) days' prior written notice of such earlier termination date, which shall thereupon be the last day of the Term."


3. The first paragraph of Section 14A of the Lease Agreement shall be amended in its entirety to read as follows:


"Upon the occurrence of any Lessee Event of Default and at any time thereafter so long as the same shall be continuing, Lessor may, at its option, declare this Lease to be in default by a written notice to Lessee and Lessor may concurrently therewith or at any time thereafter, as part of the same or a separate written notice, declare this Lease to be terminated, and immediately proceed to do any one or more of the following as Lessor in its sole discretion shall elect, to the extent permitted by, and subject to compliance with any mandatory requirements of, applicable law then in effect; provided that upon the
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